Tax Advisory and Controversy

Practical Approach

  • Our tax attorneys provide practical, goal-oriented advice to our other transactional attorneys to assure that tax concerns are timely identified, addressed and resolved consistent with the business objectives.
  • We work with clients to resolve tax controversies and disputes on the best possible terms, always focusing on obtaining that result most efficiently and at the least cost.

Business and Transactional Issues and Planning

Rogers & Hardin’s tax attorneys are an integral part of the firm’s transactional team, working closely with our other transactional attorneys to assure that key tax issues are effectively addressed in the firm’s complex transactions. Our tax attorneys also have significant non-tax experience in areas such as corporate law, limited liability company (LLC) law and real estate law, which particularly enables them to work effectively with our other attorneys to structure transactions in the most tax-efficient manner without compromising business objectives. Our tax attorneys have particularly extensive experience in the structuring of LLC and corporate mergers and acquisitions, joint venture alliances and real estate and financing transactions. The group also has represented numerous companies and individuals in structuring executive compensation packages and deferred compensation plans, and also has substantial experience in the areas of workout and restructuring transactions, private equity and investment funds and international taxation.

Tax Controversy

Our tax attorneys also have extensive experience in working with clients to avoid and satisfactorily resolve tax controversies and disputes with federal, state and local tax authorities. We are effective advocates for clients who are faced with tax disputes at various administrative levels within the Internal Revenue Service and other tax authorities, often resolving disputes through the efficient use of ruling request procedures without the need for tax litigation and its associated costs.

Representative Transactions

  • Serve as international tax counsel to multi-national company in its business of the development, production, marketing, sale and distribution of English-language learning products and services
  • Structured operations of property and casualty insurer and former public company’s investment therein in a manner to maximize availability of federal income tax attributes; providing ongoing representation
  • Represent real estate developers in multiple transactions monetizing government rental proceeds through facilities sales funded by nonprofit entities’ tax-exempt financing
  • Ongoing tax representation of large public insurance company in connection with sales of retirement plan and other financial products
  • Represented the management team of a large multi-state skilled nursing facility company controlled by non-U.S. investors, and continue to provide ongoing services to the company regarding a wide variety of complex tax matters
  • Represented a public company in structuring tender offer for widely held convertible debentures and stock warrants; Complex tax matters included original issue discount, cancellation of indebtedness income and net operating loss carryover preservation issues; Also provided substantial tax services in subsequent sale of operating subsidiaries
  • Represent high profile, high net worth individuals in contesting IRS challenges
  • Provide tax assistance in representation of private equity funds and other companies in connection with venture capital investment activities
  • Provide tax assistance in representation of various Independent Directors and Special Committees in connection with exploring strategic alternatives
  • Provide tax assistance in representation of multi-state asphalt production and distribution and road construction company

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